| Item 1. | |
| (a) | Name of issuer:
Unity Software Inc. |
| (b) | Address of issuer's principal executive offices:
116 New Montgomery Street, San Francisco, California, 94105-3607 |
| Item 2. | |
| (a) | Name of person filing:
Sequoia Capital Fund, L.P.
Sequoia Capital Fund Parallel, LLC
Sequoia Capital Fund Management, L.P.
SC US (TTGP), Ltd.
The General Partner of SCF and the manager of SCFP is SEQUOIA CAPITAL FUND MANAGEMENT. SC US (TTGP) is the general partner of SEQUOIA CAPITAL FUND MANAGEMENT. |
| (b) | Address or principal business office or, if none, residence:
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025 |
| (c) | Citizenship:
SCF, SEQUOIA CAPITAL FUND MANAGEMENT, SC US (TTGP): Cayman Islands; SCFP: Delaware |
| (d) | Title of class of securities:
Common Stock, par value $0.000005 per share |
| (e) | CUSIP No.:
913320101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
33,147,204 shares, of which 3,173,556 shares are directly owned by SCFP and 29,973,648 shares, of which 28,746,492 are Common Stock and 1,227,156 are shares of Common Stock issuable on conversion of the Issuer's 2.0% Convertible Senior Notes due 2027, are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP. SC US (TTGP) is the General Partner of SEQUOIA CAPITAL FUND MANAGEMENT. |
| (b) | Percent of class:
7.6%. Based on a total of 432,987,611 shares of Common Stock outstanding as of January 30, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 11, 2026. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
SCF: 29,973,648 shares, of which 28,746,492 shares are Common Stock and 1,227,156 are shares of Common Stock issuable on conversion of the Issuer's 2.0% Convertible Senior Notes due 2027.
SCFP: 3,173,556
SEQUOIA CAPITAL FUND MANAGEMENT: 33,147,204 shares, of which 3,173,556 shares are directly owned by SCFP and 29,973,648 shares, of which 28,746,492 are Common Stock and 1,227,156 are shares of Common Stock issuable on conversion of the Issuer's 2.0% Convertible Senior Notes due 2027, are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP.
SC US (TTGP): 33,147,204 shares, of which 3,173,556 shares are directly owned by SCFP and 29,973,648 shares, of which 28,746,492 are Common Stock and 1,227,156 are shares of Common Stock issuable on conversion of the Issuer's 2.0% Convertible Senior Notes due 2027, are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP. SC US (TTGP) is the General Partner of SEQUOIA CAPITAL FUND MANAGEMENT.
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
SCF: 29,973,648 shares, of which 28,746,492 shares are Common Stock and 1,227,156 are shares of Common Stock issuable on conversion of the Issuer's 2.0% Convertible Senior Notes due 2027.
SCFP: 3,173,556
SEQUOIA CAPITAL FUND MANAGEMENT: 33,147,204 shares, of which 3,173,556 shares are directly owned by SCFP and 29,973,648 shares, of which 28,746,492 are Common Stock and 1,227,156 are shares of Common Stock issuable on conversion of the Issuer's 2.0% Convertible Senior Notes due 2027, are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP.
SC US (TTGP): 33,147,204 shares, of which 3,173,556 shares are directly owned by SCFP and 29,973,648 shares, of which 28,746,492 are Common Stock and 1,227,156 are shares of Common Stock issuable on conversion of the Issuer's 2.0% Convertible Senior Notes due 2027, are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP. SC US (TTGP) is the General Partner of SEQUOIA CAPITAL FUND MANAGEMENT.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)